Terms and Conditions

TERMS AND CONDITIONS FOR THE PROVISION OF SERVICES    

1         DEFINITIONS  AND INTERPRETATION  
1.1      In these terms and conditions, unless the context requires otherwise, the following expressions have the following meanings:
“Access Details”                          the single user name and password which DRD shall provide to the Customer to enable the Customer to access Uboss.  
"Agreement"                                  the binding commitments between the parties consisting of DRD’s quotation as defined in the Sales Order and the Customer’s acceptance thereof as evidenced by its authorised representative’s signature on the Sales Order and these Terms and Conditions for the provision of Services.  
“Applicable Laws”                      means (for so long as and to the extent that they apply to DRD) the law of the European Union, the law of any member state of the European Union and/or Domestic UK Law.  
“Uboss”                                          DRD’s provisioning and billing system known as Uboss.  
“Authorised Users”                    employees  and/or  independent  contractors  of the Customer  who are required to access Uboss.  
"Business Day"                             any day which is not a Saturday, a Sunday or a bank or public holiday in England.  
"Confidential Information"           information of either party that is proprietary or confidential and is either clearly labelled as such or otherwise identified as Confidential Information.  
“Customer”                                   the legal entity, shown   on the Sales Order, who requests the Services.    
“Customer Data”                           the data inputted by the Customer, Authorised Users, or DRD on the Customer’s behalf for the purpose of using the Services or facilitating the Customer’s use of the Services.               
“Data Controller”                          data controller as defined in the Data Protection Legislation.  
“Data Processor”                          data processor as defined in the Data Protection Legislation.  
“Data Protection Legislation”      the UK Data Protection Legislation and (for so long as and to the extent that the law of the European Union has legal effect in the UK) the General Data Protection Regulation ((EU) 2016/679) and any other directly applicable European Union regulation relating to privacy.  
“Data Subject”                              data subject as defined in the Data Protection Legislation.  
“Description”                               the individual specification for each of the Services and Equipment, details of which can be found on the Uboss or in the event that an  item  of  Service  or  Equipment is not  included within Uboss, or, the Customer  opts not to use Uboss, the individual specification included within the Sales Order.  
“Domestic UK Law”                     means the UK Data Protection Legislation and any other law that applies in the UK.  
“DRD”                                             DRD Communications Limited, whose registered office is at No 1 Croydon, 12-16 Addiscombe Road, Croydon, Surrey CR0 0XT.   “End User”                                     a customer of the Customer’s.  
“Equipment”                                  the various Items of equipment available  from  DRD, which may be supplied by DRD to the Customer pursuant to the Agreement, as described in and subject to the additional terms and conditions in Schedule 1.  
“Hosted Services”                    the various application and connectivity  services available from DRD, which may be provided by DRD to the Customer pursuant to the Agreement, as described in and subject to the additional terms and conditions as  detailed in Schedule 1. Hosted Services consist of services provided by DRD and services provided by third parties.  
"Intellectual Property Rights”     all patents, copyrights, design rights, trade marks, service marks, trade secrets, trade names, know-how, database rights and other rights in the nature of intellectual property rights (whether registered or unregistered) and all applications for the same.
“Personal Data”                             personal data as defined in the Data Protection Legislation.
“Professional Services”           the installation, training and other professional services available from DRD, which may be provided by DRD to the Customer pursuant to the Agreement, as described in and subject to the additional terms and conditions as detailed in Schedule 1.  
“Qudo”                                           a trading name of DRD.  
“Sales Order”                              DRD’s formal offer to provide specific Services and which forms part of the Agreement.  
“Services”                                                       Hosted Services and Professional Services.  
"Service Credits"                           the service credits described in Schedule 2.  
"Service Levels"                            the performance levels applicable to the Hosted Services as set out in Schedule 2.                
“UK Data Protection "                     any data protection legislation from time to time in force in the UK                 
"Legislation”                                  including the Data Protection Act 1998 or 2018 or any successor legislation.    
1.2      Headings are for convenience only and shall be ignored in interpreting this Agreement.
1.3     References to the singular include the plural and vice versa and references to any gender shall include references to all other genders.
1.4      The words “include” and “including” shall be interpreted as meaning “including without limitation”.
1.5      A party's obligation not to do something includes an obligation not to permit or authorise it.
1.6    Unless otherwise stated, references to any legislation mean that legislation as modified, consolidated or re- enacted from time to time) together with any orders or regulations made from time to time under or pursuant to it.

2         ORDER PROCESS AND AUTHORISED USERS  
2.1     The Customer may order Services and Equipment via any of the ordering methods detailed in clause 2.2 below.
2.2     DRD shall contact the Customer and provide Access Details to the Customer to enable access by the Customer via a web portal, to the Uboss System. The Customer shall order the Services and Equipment it requires to receive, via Uboss, or, by issuing an email request to  support@qudo.com,  or by signing the Sales Order.  Where the Customer uses the Uboss System, the Customer shall ensure that its use of Uboss is strictly in accordance with the provisions of clause 2.4 below.
2.3    DRD may issue an order acceptance to indicate their acceptance of an order. In the absence of issuing an order acceptance, DRD’s provisioning of the Services and Equipment will constitute their acceptance and the terms and conditions set out in this Agreement together with the Description shall apply to the provision of the Services and Equipment.
2.4      In respect of the Access Details the Customer shall ensure that:
2.4.1.    Portal user Lists are maintained within Uboss, it is up to the customer to remove Portal User that should no longer have access or to request the Qudo support desk undertakes this task;  
2.4.2      each Authorised User keeps the Access Details confidential; and  
2.4.3     it promptly notifies DRD in the event of any unauthorised use of the Access Details such that DRD can disable the Access Details and issue the Customer with new access details.

3         CHARGES AND PAYMENT  
3.1      The Customer shall pay DRD the fees and charges as set out in, and in accordance with, the details on Uboss in respect of each item of Service and Equipment, or as otherwise detailed in clause 4.1 below.
3.2      The fees, charges and prices payable are exclusive of Value Added Tax and any other applicable taxes which shall be paid by the Customer at the rate and in the manner for the time being prescribed by law.  
3.3      All payments shall be via Direct Debit except where agreed otherwise in writing between the parties. If a Direct Debit is not in place, DRD will levy an additional monthly charge of 3% of the total invoice value or £10.00, whichever is greater.
3.4     Invoices for all Services (including call charges) and Equipment including set up and recurring charges will be issued by DRD on or after 1st of each month and payment shall be taken on or after the 15th day following the date of issue of the invoice.  Each monthly invoice shall include:
3.4.1      Set up charges for Hosted Services and set up charges for any Equipment supplied on a rental basis;  
3.4.2      recurring charges for Hosted Services on a monthly in advance basis;  
3.4.3      call charges for Hosted Services on a monthly in arrears basis;  
3.4.4      charges for Professional Services on a monthly in arrears basis for Professional Services delivered during the previous month;  
3.4.5      charges for Equipment purchased during the previous month.    
3.4.6      recurring charges for Equipment covered by rental arrangement on a monthly in advance basis.
3.5     It is the customer’s responsibility to check the monthly invoice for accuracy and notify DRD promptly of any errors.   Any claims for a credit or refund will be limited to a maximum of six months from the date that the claim is first received by DRD.
3.6     If any sum payable is not paid by the end of the calendar month in which the invoice is due then without prejudice to DRD's other rights and remedies, DRD reserves the right to charge the Customer interest on such unpaid sum on a monthly basis at a rate of 5% of the sum due or £10, whichever is the greater, from the date the unpaid sum became due for payment until the date it is paid in full.
3.7     The Customer shall pay all amounts due in full without any deduction or withholding other than as required by law and shall not be entitled to assert any credit, set-off or counterclaim against DRD to justify withholding any payment of any such amount in whole or in part.  

4         PRICES AND PRICE REVIEWS  
4.1     DRD shall provide Services and Equipment to the Customer at the prices detailed on Uboss, or as otherwise notified by DRD to the Customer according to DRD’s standard price list in force from time to time.
4.2     Except as detailed in clause 4.3 below in respect of prices reviews for Services (including call charges) and Equipment provided by third party suppliers to DRD, DRD may conduct a fee review in respect of Services and Equipment, every 12 months. DRD shall be entitled to increase the fees every 12 months by a maximum of 3% above the Retail Prices Index without the Customer's prior written consent and the Customer agrees to pay such increased fees.  If DRD wishes to increase the fees by more than 3% above the Retail Prices Index, it shall agree such fee increase in advance in writing with the Customer.
4.3     DRD may vary the prices and charges in respect of Services (including call charges) and Equipment provided by third party suppliers to DRD at any time by providing the Customer with 30 days prior written notice.  

5         DURATION AND TERMINATION  
5.1      The Agreement will commence on the Effective Date and shall continue until the date set out in the Sales Order unless or until:
5.1.1      the Agreement is terminated in accordance with clause Schedule 1, paragraph 2.9 of Schedule 1 or clause 13.3; or  
5.1.2     the Customer cancels all of the Services in accordance with the rights of cancellation which apply to the individual Services as detailed in the “Sales Order”.  
5.2      Either party may give notice in writing to the other party to terminate the Agreement with immediate effect if:
5.2.1     the other party commits a material breach of any term of the Agreement which cannot be remedied, or in the case of a breach capable of being remedied, has failed to remedy the breach within 30 Business Days of notice being given by the other party requiring it to be remedied; or
5.2.2     the other party becomes or is declared insolvent, or convenes a meeting of its creditors, or makes or proposes to make any arrangement or composition with them, or if a liquidator, receiver, administrative receiver administrator, manager or similar office holder is appointed over any of its assets or passes a resolution for winding up or a court makes an order to that effect, or becomes or is declared bankrupt.
5.3     Upon termination or expiration of the Agreement for any reason, all fees and charges and other sums payable under or in connection with the Agreement and any Services provided thereunder, whether invoiced or not, shall become due and payable immediately upon termination.
5.4     Upon termination or expiration any agreed rebates or credits paid in regard to Inbound Calls or recurring services credits will be cancelled.
5.5      Any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this Agreement shall remain in full force and effect.  
5.6     Termination or expiry of this Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination or expiry.  

6         ACCESS TO PREMISES  
6.1      The Customer shall, on prior agreement with DRD, grant DRD, its agents, sub-contractors and employees, access to the Customer's premises and equipment, where DRD requires, to fulfil DRD's obligations under the Agreement.
6.2      DRD shall use all reasonable endeavors to procure that its employees, agents and sub-contractors follow the Customer's   reasonable   instructions   in respect of health and safety concerns while on the Customer's premises.
6.3    The Customer shall provide a safe and suitable working environment for DRD's employees, agents and sub- contractors at the Customer's premises.

7         WARRANTIES  
7.1      DRD warrants that:
7.1.1      It shall provide the Services with reasonable skill and care;  
7.1.2    The Equipment shall conform in all material respects to its Description. If any item of Equipment   is found to be defective within 12 months of delivery (or such lesser period as may be shown in respect of an item of Equipment  on the Uboss System),  owing to faulty design, materials  or workmanship, DRD shall (at its sole discretion) either repair or replace it free of charge, or refund the price paid for it, provided it has not been  modified or repaired and has been operated,  stored  and  maintained  in accordance with any recommendations  for its use as detailed in the Description  or   accompanying user or operating documentation and that it is returned to DRD in accordance  with DRD’s warranty return procedure as notified by DRD from time to time.  
7.1.3      It has the necessary consents and licenses to provide the Hosted Services in accordance with the Agreement.
7.2     The warranties detailed in clause 7.1 above, are in lieu of all warranties, conditions, terms, undertakings and obligations implied by statute, common law, custom, trade usage, course of dealing or otherwise, all of which are hereby excluded to the fullest extent permitted by law.
7.3     International Direct Dial Numbers – DRD cannot guarantee to supply a pre-allocated international phone on an ongoing basis due to changes in circumstance that may mean these numbers are no longer available.   In this event DRD has no liability for any costs.

8         LIABILITY  
8.1      Subject to clause 8.3 DRD’s total total liability to the Customer in respect of all breaches of duty occurring within any contract year shall not exceed the cap.  
8.2      In clause 8.1:  
8.2.1       cap. The cap is one hundred per cent (100%) of the total charges in the contract year in which the breaches occurred;  
8.2.2       contract year. A contract year means a 12-month period commencing with the date of the Agreement or any anniversary of it;  
8.2.3       total charges. The total charges means all sums paid by the Customer and all sums payable under the Agreement in respect of services actually supplied by DRD, whether or not invoiced to the Customer; and  
8.2.4       total liability. DRD's total liability includes liability in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Agreement.
8.3     DRD does not exclude or limit its liability in any way for death or personal injury caused by negligence, or for fraud or for any liability which cannot legally be limited.
8.4      DRD shall not be liable for:
8.4.1      any loss of revenue, profit, anticipated savings, goodwill or reputation (whether direct or indirect);  
8.4.2      any indirect or consequential loss;  
8.4.3      in respect of the Hosted Services:   (i)   any loss or corruption of data or loss or suspension of the operation of any data networks, (whether indirect or direct);   (ii)   deletion or loss of files, defects or delays in transmission or any failure of any servers or the internet, or   (iii)   the transmission or receipt of infringing information of whatever nature transmitted via the Hosted Services, or   (iv)   loss, destruction or damage to data stored, transmitted or used through the Hosted Services or on the network through which the Hosted Services are made available to the Customer, or   (v)   loss or damage suffered by the Customer (whether direct or indirect) where the loss has been suffered as a result of any virus or other hostile computer program being introduced through the use of the Hosted Services
8.5    The Customer acknowledges that DRD is unable to exercise control over the information transmitted through the  Hosted  Services,  the  connection  or  the  network  and  DRD  excludes  all  liability  of  all  kinds  for  the transmission or reception of infringing information of whatever nature.
8.6     The Customer shall indemnify DRD in full against any liabilities incurred by DRD as a result of the Customer breaching the Agreement or any law from time to time in force.

9         CONFIDENTIALITY  
9.1      Each party may have access to Confidential  Information  of the other party under the Agreement.    A party's Confidential Information shall not include information that:
9.1.1      is or becomes publicly known through no act or omission of the receiving party; or  
9.1.2      was in the other party's lawful possession prior to the disclosure; or  
9.1.3      is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or  
9.1.4      is independently  developed by the receiving party, which independent  development  can be shown by written evidence; or  
9.1.5      is required  to be disclosed  by law, by any court  of competent  jurisdiction  or by any regulatory  or administrative body
9.2     Each party shall hold the other's Confidential Information in confidence and, unless required by law, not make the other's Confidential  Information  available to any third party or use the other's Confidential  Information  for any purpose other than as required by either party to fulfil its obligations under the Agreement.  To the extent necessary (but not further or otherwise),  DRD may disclose Confidential  Information  to any of its employees provided  that  before  any  such  disclosure   DRD  shall  make  those  persons  aware  of  its  obligations   of confidentiality  under the Agreement  and shall obtain a binding undertaking  as to confidentiality  from all such persons.
9.3     The  Customer  shall  return  all  documents  and  other  records  (in  whatever  form)  containing  Confidential Information supplied to or acquired by the Customer from DRD to DRD on termination of the Agreement, and the Customer shall keep no copies of the Confidential Information.
9.4     This clause 9 shall survive the termination of the Agreement for any reason.

10       COMPLIANCE  WITH LAWS  
10.1  In performing their obligations and supplying or receiving the Services under the Agreement both parties shall comply with all applicable laws, statutes and regulations from time to time in force.  
10.2   DRD shall obtain  all  necessary  consents,   licenses,  approvals   and  permits  required  by  any  applicable governmental  or regulatory body for DRD to provide the Services and/or Equipment to the Customer.  DRD  is regulated by the Office of Communications  (Ofcom), the regulator for the UK communications  industries, with responsibilities across television, radio, telecommunications and wireless communications services or their replacement from time to time.
10.3   The Customer shall obtain all necessary consents, licenses, approvals and permits required by any applicable governmental or regulatory body for the Customer to use the Services and Equipment and ensure that the use of the  Services  and  Equipment  by the  Customer  shall  not lead  to any breach  of any telecommunications licence held by DRD or its third party suppliers.
10.4   The Customer  must not use the Services  or Equipment  for any improper  or unlawful  purposes,  nor allow a third party to do so.

11       CUSTOMER DATA  
11.1   The Customer shall own all right, title and interest in and to all of the Customer Data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Customer Data.
11.2   Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 11 is in addition to, and does not relieve, remove or replace, a party's obligations under the Data Protection Legislation.  
11.3    Without prejudice to clause 11.9 the parties acknowledge that for the purposes of the Data Protection Legislation, the Customer is the Data Controller and DRD is the Data Processor. Schedule 3 sets out the scope, nature and purpose of processing by DRD, the duration of the processing and the types of Personal Data and categories of Data Subject.
11.4   Without prejudice to the generality of clause 11.2, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to DRD for the duration and purposes of this Agreement so that DRD may lawfully use, process and transfer the Personal Data in accordance with this Agreement on the Customer's behalf.  
11.5    Without prejudice to the generality of clause 11.2, DRD shall, in relation to any Personal Data processed in connection with the performance by DRD of its obligations under this Agreement:  
11.5.1     process that Personal Data only on the written instructions of the Customer unless DRD is required by Applicable Laws to otherwise process that Personal Data. Where DRD is relying on laws of a member of the European Union or European Union law as the basis for processing Personal Data, DRD shall promptly notify the Customer of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit DRD from so notifying the Customer;  
11.5.2     ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential;  
11.5.3     not transfer any Personal Data outside of the European Economic Area and the United Kingdom unless the following conditions are fulfilled:   (i)           the Customer or DRD has provided appropriate safeguards in relation to the transfer;  
(ii)          the Data Subject has enforceable rights and effective legal remedies;  
(iii)         DRD complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and  
(iv)        DRD complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the Personal Data;  
11.5.3     assist the Customer, at the Customer's cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;  
11.5.4     notify the Customer without undue delay on becoming aware of a Personal Data breach;  
11.5.5     at the written direction of the Customer, delete or return Personal Data and copies thereof to the Customer on termination of the agreement unless required by Applicable Law to store the Personal Data; and  
11.5.6     maintain complete and accurate records and information to demonstrate its compliance with this clause 11 and allow for audits by the Customer or the Customer's designated auditor.  
11.6    Each party shall ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the other party, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it).  
11.7    The Customer does not consent to DRD appointing any third party processor of Personal Data under this Agreement other than a third party processor that enters into a written contract with DRD incorporating terms which are substantially similar to those set out in this clause 11. As between the Customer and DRD, DRD shall remain fully liable for all acts or omissions of any third-party processor appointed by it pursuant to this clause 11.  
11.8    Where DRD wishes to transfer Personal Data to any subcontractor outside the European Economic Area, DRD has the right, acting as agent for the Customer, to enter into and implement the EU model clauses for the transfer of Personal Data from a Data Controller to a Data Processor. Where DRD considers it necessary or desirable in order to comply with regulatory requirements, the Customer will, at the request and cost of DRD, enter into direct agreements with the subcontractor for data processing. Those agreements will comprise the EU model clauses for the transfer of Personal Data from a Data Controller to a Data Processor.  
11.9    If the Customer processes Personal Data on behalf of any End User which Personal Data is sub-processed by DRD then the Customer shall notify DRD that the Customer is a Processor and shall ensure that DRD has the right, acting as agent for the relevant End Users, to enter into and implement the EU model clauses for the transfer of data from a Data Controller to a Data Processor. Where DRD considers it necessary or desirable in order to comply with regulatory requirements, the Customer will, at the request and cost of DRD, use all reasonable endeavours to arrange for the relevant End Users to enter into direct agreements with the subcontractor for data processing. Those agreements will comprise the EU model clauses for the transfer of data from a Data Controller to a Data Processor.  
11.10  If, as referred to in clause 11.9, the Customer is a Processor, the Customer must include in its agreements with its relevant End Users the following wording: “Where any of the Customer’s subcontractors operating within the UK and/or the European Union wish to transfer Personal Data to any of their subcontractors outside the European Economic Area, the relevant subcontractors shall have the right, acting as agent for the End User, to enter into and implement the EU model clauses for the transfer of data from a Data Controller to a Data Processor. Where the relevant subcontractors find it necessary or desirable in order to comply with regulatory requirements, the End User will, at the request and cost of the relevant subcontractors, arrange for the End User to enter into direct agreements with the relevant subcontractors for data processing. Those agreements will comprise the EU model clauses for the transfer of data from a Data Controller to a Data Processor.”

12       PUBLICITY  
12.1   The Customer agrees that DRD may: 12.1.1   disclose to third parties that DRD is providing Services and Equipment to the Customer; and  
12.1.2   use  the  Customer’s   name,  trade  marks,  logo  and  testimonial   (if  a  testimonial   is  provided)   in promotional  material  and  communications  including,  but  not  limited  to,  proposals,  press  releases, trade magazines, presentations, website and corporate brochure, provided that DRD obtains the Customer's prior written approval, such approval not to be unreasonably withheld or delayed.

13       FORCE MAJEURE  
13.1   Except in respect of the Customer's obligation to make payments properly due, neither party shall be in breach of  the  Agreement,  or  liable  to  the  other  in  any  way  whatsoever,  for  any  failure  to  perform,  or  delay  in performing, its obligations under the Agreement, to the extent that such failure or delay is the result of a cause beyond that party's reasonable control.
13.2   Clause 13.1 shall not apply in respect of any failure or delay unless the party affected by such a cause gives notice to the other of that failure or delay and the cause within ten Business Days of becoming aware of the cause and its impact on that party.
13.3   If a party is prevented from performing any obligations it has under the Agreement for more than eight weeks, the other party is entitled to terminate the Agreement by giving written notice to the other party, such notice to have immediate effect.

14       NOTICES  
14.1  Any notice required to be given pursuant to the Agreement shall be in writing or by E Mail as to sales@qudo.com, in the case of writing shall be given by delivering the notice by hand at, or by sending the same by prepaid first class post (airmail if to an address outside the country of posting) to, the address of the relevant party set out in the Agreement,  or such other address as either party notifies to the other from time to time. Any notice given according to the above procedure shall be deemed to have been given at the time of delivery if delivered by hand or if sent by post, two clear Business Days after the notice is posted.

15       ASSIGNMENT  
15.1   The Customer shall not without the prior written consent of DRD, consent to be not unreasonable withheld, assign, transfer, charge or deal in any other manner with the Agreement or its rights under it or part of it, or purport to do any of the same.
15.2   Subject to DRD’s obligations under Applicable Laws and as set out in this Agreement, DRD may assign, transfer, charge or deal in any other manner with the Agreement or its rights under it or part of it provided  that  no  such  assignment,  transfer  or  charge  shall  relieve  DRD  of its obligations  under  the Agreement.

16       PROPRIETARY RIGHTS  
16.1     The Customer acknowledges and agrees that DRD and/or its licensors own all Intellectual Property Rights in the Services and UBOSS. Except as expressly stated herein, this Agreement does not grant the Customer any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services or the Customer’s use of UBOSS.   16.2     DRD confirms that it has all the rights in relation to the Services and in UBOSS that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this Agreement.  

17         AMENDMENTS  
17.1   Save as expressly provided in the Agreement, no amendment  or variation of the Agreement shall be effective unless in writing and signed by a duly authorised representative of each of the parties to it.

18       WAIVER  
18.1   The failure or delay of a party to exercise or enforce any right under the Agreement shall not be deemed to be a waiver of that right, nor operate to bar the exercise or enforcement of it at any time or times thereafter.

19       SEVERABILITY  
19.1   Notwithstanding   that  this  whole,  or  any  part  of  provision  of  this,  Agreement  may  prove  to  be  illegal  or unenforceable  the  other  provisions  of the Agreement  and  the  remainder  of the provision  in question  shall remain in full force and effect.

20       LEGAL CONSTRUCTION  OF THE AGREEMENT  
20.1   Notwithstanding  the Contract (Rights of Third Parties) Act 1999, the Agreement  does not confer on any third party any right to enforce any term of the Agreement and the parties are entitled to exercise their rights (if any) to rescind, terminate or vary the Agreement  without the consent of any third party and without informing  any third party.
20.2   The Agreement  shall be governed  by and construed  in accordance  with English law and each party hereby irrevocably  submits  to the  exclusive  jurisdiction  of the English  Courts,  provided  always  that DRD  shall  be entitled to take action in any other jurisdiction  to protect its Intellectual  Property  Rights, or those of its third party suppliers, or its Confidential Information.
20.3   The Agreement constitutes the entire understanding  between the parties with respect to the subject matter of the Agreement  and supersedes  all prior agreements,  negotiations,  representations  and discussions  between the parties relating to it. Each party acknowledges  and agrees that in entering into the Agreement  it has not relied on any undertaking, promise, assurance, statement, representation,  warranty or understanding  (whether or not in writing)  other  than those  expressly  set out in the Agreement.    This does not affect either  party’s liabilities or remedies for fraud

SCHEDULE 1  
DESCRIPTION OF THE SERVICES AND EQUIPMENT AND ADDITIONAL TERMS AND CONDITIONS    

1.   DESCRIPTION OF SERVICES AND EQUIPMENT  
Details of the individual Services and Equipment, together with their description,  pricing, minimum term and other terms and conditions applicable, can be found on Uboss and/or by accessing the website at  www.qudo.com    

2.   PROVISION OF HOSTED SERVICES  
THE FOLLOWING  TERMS AND CONDITIONS  AS DETAILED IN THIS SCHEDULE  1, SECTION 2 APPLY SPECIFICALLY  TO THE SUPPLY OF HOSTED SERVICES.
2.1 The Customer may order Hosted Services as may be available and detailed on Uboss.
2.2 DRD shall provide the Customer with the Hosted Services from the commencement  date as notified to the  Customer  via  the  Uboss  System.     Where  Service  Levels  apply,  DRD  shall  use  reasonable endeavours to the Hosted Services in accordance with the Service Levels.
2.3 If the Hosted Services fail to meet the Service Levels, DRD shall pay the Customer the Service Credits as detailed in and according to the provisions of this Schedule 1 and Schedule 2, provided that the Customer makes its claim in writing to DRD for the Service Credits within 30 days of first date on which  the  Hosted  Service  failed  the  Service  Levels.  The  parties  agree  that  the  provision  of Service Credits shall be the Customer's only remedy for DRD's failure to meet the Service Levels.
2.4 The Customer must:
2.4.1   comply  with any reasonable  instructions  issued  by DRD which  concern  the use of the Hosted Services;  
2.4.2   comply  promptly  with  any reasonable  request  issued  by DRD  if the  Customer's  assistance  is required to enable DRD to comply with its obligations under this Agreement;  
2.4.3   not use the Hosted  Services  to transmit  any material  which  is defamatory,  offensive  or of an abusive or obscene or menacing nature or which is otherwise unlawful;  
2.4.4   not  cause  annoyance,  inconvenience  or  needless  anxiety  or  make  any  improper  use  of  the Hosted Services; or  
2.4.5   not use the Hosted Services in a way that constitutes  a violation or infringement  of the rights of any person or which is unlawful.  
2.5   The Customer  may lease or purchase  the equipment  to support the Hosted Services from any source as long as the equipment is on DRD’s third party suppliers’ approved list of equipment items.
2.6   DRD  shall  use  reasonable  endeavors  to provide  the  Fault  Reporting  and  Support  Services  to the Customer as detailed in and according to provisions of Schedule 2
2.7  If any maintenance work has to be carried out which may affect the Hosted Services, DRD shall use reasonable  endeavors  to give the Customer at least two days' prior written notice.   In the event of an emergency or a fault affecting the Hosted Services, DRD reserves the right to give less than 24 hours' notice, and the Customer shall if required provide DRD with such access to the Customer's premises or equipment as DRD requires.
2.8   Certain Hosted Services as detailed on Uboss, require the purchase of user licenses on the basis of a rental or pre purchase scheme throughout the period of the provision of the Hosted Services to support  the  required  Hosted  Services.     Where  user  licenses  are  purchased  on a pre  purchase scheme,  such  user  licences  shall  automatically  revert  to  a  rental  basis  for  so  long  as  the  Hosted Services are provided, at the end of the initial and any subsequent pre purchase period, unless a further pre purchase period is purchased to run continuously from the end of the original or any subsequent pre purchase period.

2.9   DRD may cancel, suspend or alter the Hosted Services, or any part of them, at any time without liability to the Customer if:
2.9.1  DRD has to do so to comply with an order, instruction or request of a court, government, agency, emergency organisation or other competent administrative or regulatory authority; or  
2.9.2  the  Customer's  use  of the  Hosted  Services  may damage  or disrupt  the  proper  functioning  of DRD's, or a third party's network  
2.9.3  DRD  has  reasonable  grounds  to believe  that  the  Customer  is using  the  Hosted  Services  for improper or unlawful purposes;  
2.9.4  the Customer  has not paid any fees due in respect  of Hosted  Services  due by the end of the calendar month in which payment is due;  
2.9.5  the  Customer  is in  material  breach  of  any  of  the  terms  and  conditions  of  this  Agreement  in relation to Hosted Services;
2.9.6   The Business or an individual user exceeds agreed credit limits  

3.   PROVISION OF EQUIPMENT  
THE FOLLOWING  TERMS AND CONDITIONS  AS DETAILED IN THIS SCHEDULE  1, SECTION 3 APPLY SPECIFICALLY  TO THE SUPPLY OF EQUIPMENT
3.1   The Customer may order Equipment as may be available and detailed on Uboss.
3.2  DRD shall use reasonable endeavors to deliver the Equipment on any stated agreed date.
3.3  Where the Customer purchases the Equipment, DRD retains title to the Equipment until it has received payment in full.  The Customer shall bear the risk of loss of or damage to the Equipment from the point of delivery and the Customer is advised to insure the Equipment accordingly.
3.4  Where the Customer  rents the Equipment,  the following additional terms and conditions  shall apply to the provision of such Equipment
3.4.1  The Equipment shall be rented to the Customer for the period of no less than the minimum period as detailed for the item of Equipment as detailed on Uboss;  
3.4.2  The Customer shall ensure that from delivery until delivery up of the Equipment under the rental, comprehensive insurance of the Equipment to its full replacement value is maintained under a standard form of all risks policy;  
3.4.3  Upon termination of the rental period for whatever reason the Customer shall no longer have any right to the Equipment  the subject of rental and shall immediately  deliver up all such Equipment and DRD or DRD’s  agent  may, at the Customer’s  expense,  enter  any premises  to recover  or remove such Equipment;  
3.4.4  In the event that any Equipment on termination is found to be not in good working order, fair wear and tear only excepted, the Customer shall pay for any remedial work required to be performed to put such Equipment into good working order or for the replacement of such Equipment as may be required, at DRD’s reasonable discretion;  
3.5  The Customer undertakes that, at the Customer’s expense, throughout rental period, the Customer shall not use the Equipment nor permit the Equipment to be used for any purpose for it is not designed or in contravention of any applicable law or regulation;
3.6  Where the Equipment is a mobile handset which is supplied as part of a service contract; the Customer shall be required  to enter into an associated  service contract  for a minimum  period, unless otherwise detailed  in the Uboss  System  for a particular  item  of Equipment,  of 12 (twelve)  or 24 (twenty  four) months (“the Service Contract Period”).    
The Customer may terminate the associated service contract during the Service Contract Period, on payment in full of all charges that would have become due during the Service Contract Period.

4.   PROVISION OF PROFESSIONAL SERVICES  
THE FOLLOWING TERMS AND CONDITIONS  AS DETAILED IN THIS SCHEDULE  !,SECTION 4, APPLY SPECIFICALLY TO THE PROVISION OF PROFESSIONAL  SERVICES
4.1  The Customer may order Professional Services as may be available and detailed on Uboss.
4.2   DRD's normal working hours are 08:00 to 18:00 Monday to Friday excluding public holidays in England.
4.3   Professional Services  shall,  unless otherwise  agreed in writing between the parties,  be deemed to be accepted by the Customer upon completion.

SCHEDULE 2      
SERVICE LEVELS, SERVICE CREDITS AND FAULT REPORTING AND SUPPORT  
This Schedule 2 applies to Hosted Services only

1       Additional Definitions  
1.1   The following additional definitions apply to this Schedule:  
"DRD Demarcation Point"                   Unless otherwise  agreed  in writing, means the edge of the DRD   IP   network   that   signifies   the   physical   boundary between the DRD owned and operated IP network and the Customer  owned  equipment,  not including  the provision  of any   Third   Party   Local   Access   connections,   where   the physical boundary is a Fast Ethernet (100 Mbps) port on electrical or optical media or a Gigabit Ethernet (1000 Mbps) port on optical media which is usually presented within a customer rack if the Customer has purchased co-location services from DRD;
"Monthly Review Period"                    means a period of a calendar month commencing on the 1st of each month during the term of the Agreement, over which Service Availability is calculated, except that the first such period  shall  commence   on  the  Service   Commencement Date;
"Monthly Charge"                                 the service  charges  for the Services  including  any charges for call traffic that are charged at the agreed rate and the charges for any Equipment purchased during the calendar month.
"MOSS Score"                                       A measure used by service providers to grade the quality of a telephone  call.   The  MOSS  Scale  is from  1 to 5 with  5 being the highest score.  An average telephone call on the existing public network will score 4.1
"Planned Outage"                                 means  any  routine  maintenance   or  upgrade  work,  which may affect the availability of Services;
"Service Availability"                            the service availability described in this Schedule 2;  

"Service Commencement Date" the date  from  which  the Services  shall be provided  to the Customer by DRD;

"Third Party Local Access"                 means  short haul physical  connections  (including  any DSL local access connections), that are provided between the Customer’s premises and the nearest feasible DRD point of presence,  which are under the direct control and ownership of a third party;        

2       The following additional provisions apply to the provision of Hosted Services  
2.1   If the WAN (wide area network) connections fails to a site for any reason including a fault on the circuit or a power  cut then the ability to make and receive  calls from the IP phones  utilising  that WAN circuit will be restricted,  these  failures  may be caused  for reasons  outside  DRD’s  control.   Other  services  will be fully maintained including voice mail and the ability to divert calls to other numbers including mobiles.   If another working WAN circuit is available at that site then this can be used to fully restore service to all phones.

2.2   The Qudo service allows for calls to 999 and 112, however these services will be affected if there is a power cut or your WAN circuit fails  
2.3   With regard 999 services no location information is passed to the emergency services operator this will mean that the Customer will have to state the address that that they require the emergency service to attend.  
2.4   DRD does not offered a paper based telephone directory service  
2.5   The Customer  can request from DRD, a PDF that allows the Customer  to print off stickers to attach to the phone device explaining sections 2.1, 2.2, 2.3 and 2.4 above.  
2.6   If any  Customer  requests  to port  any  DRD  allocated  number  to another  carrier,  DRD  shall  action  such request providing DRD has a porting agreement in place with the relevant carrier      

3       Resilience  
3.1   The Hosted Service is duplicated with the hardware and software being located over two independent  data centres.    Both  data  centres  have  independent  power  supplies  and  operate  a high  level  of security  and access.  
3.2   In the event of a failure of a hardware item the system is designed to switch between the faulty hardware and the redundant hardware automatically,  in some instances due to the type of fault in may be necessary for a manual switch to be undertaken.   The Class 5 softswitch interconnects to the UK public network via multiple interconnects  and IP Transit links to ensure a high degree of redundancy.   All data switches,  servers and routers are automatically monitored on a 24/7 basis and faults are automatically reported to the CSG service centre  and on call engineer.   DRD maintains  an “on call” facility  during  out of hours for the purposes  of dealing with any Priority 1 type faults only, unless otherwise agreed.  
3.3   The system is designed to give 99.999% reliability and carrier grade serviceability.  
3.4   DRD undertakes that 90% of all telephone calls will have a Moss Score 0f 3.9 or more.    

4       Telephone number allocation  
4.1   DRD shall allocate geographic and non geographic numbers to the Customer, if requested.  
4.2   Numbers can be ported onto the DRD network as long as DRD or its agents have a porting agreement  in place with the relevant carrier.  

5       Service Levels  
5.1   Hosted Service Installation  
5.1.1     If DRD fails to meet the agreed delivery date for the Hosted Services, DRD shall pay the Customer the Service Credits.  
5.1.2     If only part of a Hosted Service is not delivered by the agreed delivery date, DRD shall pay Service Credits only in respect of those parts that have not been delivered by the agreed delivery date.  
5.2   Hosted Service Availability  
5.2.1     Target service availability is 99.999%.   This is calculated over a rolling 3 month period and includes any servicing  affecting  faults that effects at least 50% of all users on the system.   Types of faults would include no inbound or outbound service, badly distorted call quality and total failure.  
5.2.2     In calculating  target service availability,  the parties agree that Planned Outage on the DRD hosted network shall not be taken into account.  
5.2.3     The Hosted Service is defined as “available” when 80% of users have access to all services that they subscribe to.  
5.2.4     Where the Hosted Service is unavailable  during any Monthly Review Period, the Customer shall be entitled to receive Service Credits from DRD.   5.2.5     DRD cannot  be held responsible  for failures  in WAN connectivity  using  either  xDSL,  LES or any other form of connectivity whether supplied directly or indirectly.

6       Service Credits  
6.1   DRD shall provide the Customer with Service Credits if it fails to meet the following targets:  
6.1.1      Hosted Service Installation; or 6.1.2      Hosted Service Availability, provided that the Customer has made a claim in writing to DRD for the Service Credits within 30 days from the first date on which the Service failed the Service Levels.
6.2   Service Installation The service credits for failure to meet the Service Levels for Hosted Service installation  shall be calculated as follows: